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STANDARD TERMS AND CONDITIONS OF SALE/CONTRACT/SUBCONTRACT



1. Application and Order of Precedence

These Standard Terms and Conditions apply to all contracts and subcontracts entered into by Blackrock Residential Corp. ("Blackrock"). The Client, Owner, or Subcontractor explicitly waives its own standard terms and conditions, even if drawn up after these terms. Any derogation must be expressly agreed to in advance in writing. The parties agree to the general contract terms of the (CCDC2 2008 Contract) unless another contract is linked in the Quote/Purchase Order. In the event of a conflict between the terms of the Client/Owner, the Subcontractor, the CCDC 2 (2008), and this document, Blackrock's written terms shall strictly supersede, except where such terms conflict with the mandatory provisions of the Alberta Prompt Payment and Construction Lien Act (PPCLA), in which case the statutory legislation shall govern.

2. Scope of Work and Pricing Assumptions

The parties agree to use a detailed Scope of Work provided by the Contractor, which may be in the Purchase Order or a subsequent attachment. Unless otherwise explicitly stated, pricing assumes that the layout of joists, trusses, and structural elements is exactly as per the provided construction drawings. If the layout design differs from the drawings, the contract price will be subject to adjustment.

3. Invoicing and Payment (PPCLA Compliant)

Payment for services or materials shall be made strictly in accordance with the Alberta PPCLA.

  • Blackrock Invoicing Owner: Invoices submitted by Blackrock that meet the requirements of a 'Proper Invoice' are payable by the Owner within twenty-eight (28) days of receipt. Blackrock reserves the right to charge a fixed interest payment amounting to 2% of the sum remaining due every 28 days until the balance has been paid in full, and may suspend work without prior warning in the event of late payment.
  • Subcontractors Invoicing Blackrock: Subcontractors must submit a 'Proper Invoice' to Blackrock. Payment to the Subcontractor will be made within seven (7) days of Blackrock receiving payment from the Owner for the Subcontractor's work.

4. Late Payments, Promissory Notes, and Debt Recovery

If a payment is still outstanding more than sixty (60) days after the due payment date, Blackrock reserves the right to require the signing of a promissory note. If this action is not completed, Blackrock will engage the services of a debt recovery company. All costs and time to perform recovery—starting with builder's liens, adjudication, and all legal expenses on a solicitor-and-own-client basis—will be fully payable by the client or subcontractor that failed to pay their invoice.

5. International Withholding Taxes

Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can Blackrock become involved in costs related to a country's legislation. The total amount of the invoice will be due to Blackrock in its entirety and does not include any costs relating to the legislation of the country in which the client is located.

6. Holdback and Substantial Performance

A statutory holdback of 10% shall be retained from each draw, payment, or invoice in accordance with the PPCLA. Holdback funds shall not be released until sixty-one (61) days [or ninety-one (91) days for concrete work] following the issuance and conspicuous site posting of a Certificate of Substantial Performance, or total completion of the work.

  • Condition of Release for Subcontractors: Release of Subcontractor holdbacks is strictly conditional upon the Subcontractor providing: (a) a clear title search confirming no Builder’s Liens have been registered, (b) a current WCB Clearance Letter, and (c) a signed Statutory Declaration confirming all their lower-tier suppliers and workers have been paid in full.
  • Blackrock Subcontract Completion: If Blackrock is acting as a Subcontractor, Blackrock reserves the statutory right to apply for, and the Contractor/Owner agrees to issue, a Certificate of Substantial Performance for Blackrock's specific subcontract upon its completion, independent of the overall project completion.

7. Safety and Prime Contractor Designation Unless explicitly stated otherwise in writing, Blackrock is designated as the "Prime Contractor" for the work site as defined by the Alberta Occupational Health and Safety Act (OHS). All Subcontractors and their workers must strictly adhere to Blackrock’s safety program, the Alberta OHS Act, Regulations, and Code. Blackrock reserves the right to immediately remove any Subcontractor personnel from the site for safety violations without financial penalty or compensation for lost time.

8. Subcontractor Insurance and WCB Requirements Before commencing any work, all Subcontractors must provide Blackrock with a valid WCB Alberta clearance letter and proof of Commercial General Liability (CGL) insurance with a minimum limit of $2,000,000 per occurrence, naming Blackrock Residential Corp. as an Additional Insured.

9. Schedule, Delays, and Performance Blackrock undertakes to do its best to supply performance services in due time in accordance with the agreed time frames. Subcontractors agree to perform their work diligently and in accordance with the project schedule provided by Blackrock. If a Subcontractor causes a delay to the critical path of the project, they will be held financially liable for any resulting delay damages.

10. Change Orders and Directives If site conditions, construction drawings, or supplied materials change before, during, or after construction, a Change Order or Change Directive is required. The Owner/Client will have 48 hours to either sign the Change Order, reverse the changes, or provide written direction to remove the scope of work from the contract (and have another party complete it within that same 48 hours). If no direction is given within 48 hours, and the work must proceed for inspections, the Owner/Client's silence constitutes binding agreement to a Change Directive, billed at Blackrock’s standard hourly rate plus actual time and materials.

11. Site Cleanliness and Debris Subcontractors must clean up their work areas daily. If unaddressed after a 24-hour notice, Blackrock will perform the cleanup and back-charge the Subcontractor at a rate of $85.00 per hour plus any disposal fees.

12. Deficiencies, Tolerances, and Warranty Acceptable tolerances shall be governed by the National Building Code - 2023 Alberta Edition. Subcontractors warrant their work against defects in materials and workmanship for a minimum of one (1) year from the date of Substantial Performance.

  • 2-Day Correction Window: Blackrock will issue a deficiency list. If the Subcontractor does not mobilize to complete the items within two (2) business days of the request, Blackrock will have the items completed by others and will aggressively back-charge the costs on the contract, plus a 15% administration fee.

13. Notification of Claims In order for it to be admissible, Blackrock must be notified of any claim regarding the delivery of goods or the provision of services by means of a letter sent by recorded delivery to its registered office within eight (8) days of the delivery or provision of said services.

14. Indemnification and Third-Party Liability Blackrock cannot under any circumstances be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer. Subcontractors shall fully indemnify and hold harmless Blackrock from and against all claims, losses, or damages arising out of the Subcontractor's performance of the work.

15. Non-Circumvention Subcontractors and Clients agree not to cut out Blackrock during the job. If extra work is required, it must be discussed with Blackrock to produce a Change Order signed by all parties. If a Subcontractor or Client attempts to hire or work directly with the other party on this project without Blackrock's consent, Blackrock has the right to invoice for the costs of the bypassed work plus 40% as liquidated damages, which the Client/Subcontractor hereby agrees is due, owing, and payable.

16. Termination for Default If a Subcontractor substantially breaches this contract, disregards safety rules, or goes bankrupt, Blackrock may, upon 48 hours written notice, terminate their employment, take possession of the site, and finish the work. The Subcontractor will be liable for any excess costs Blackrock incurs to complete their scope.

17. Governing Law and Severability All contractual relations will be governed exclusively by the laws of the Province of Alberta. If one item or provision is found to be incorrect or unenforceable in law, this will not invalidate the contract, and the rest of the contract will remain valid and in full force.